In item 2.b, shareholders are called to an advisory vote on the 2019 Remuneration Report. Overall remuneration amounts are reasonable, and we appreciate the Board's decision not to activate long-term incentive plans in 2020, in light of current difficult economic situation generated by Covid-19 pandemic. However, we strongly regret that the annual cash bonus depends on only one indicator (NAV per share versus MSCI World Index), which is not in accordance with ECGS guidelines, requiring for a variety of financial and non-financial performance conditions. Therefore, we recommend opposition.

In item 4.a, the Board proposes to discharge the Chairman-CEO of his responsibilities for his management of the Company in 2019. We have concerns over the Company's corporate governance, as it does not respect the "one share r
one vote" principle: all shareholders that have registered their shares for at least 5 years are entitled to receive 4 additional voting rights per share (9 additional voting rights after 10 years). Concerns also arise over the combination of the Chair and CEO positions and the lack of independent representation on the Board (56% according to the Company, but 44% as per our guidelines). Therefore, we recommend opposition.

Due to our concerns over the Board composition, we also recommend shareholders to oppose the reappointment of the Chairman-CEO (item 5.a) and the representatives of the controlling family Mr. Alessandro Nasi (item 6.b), Mr. Andrea Agnelli (item 6.c) and Ms. Ginevra Elkann (item 6.d). In addition, we recommend opposing the reappointment of Mr. Joseph Bae (item 6.h), due to his business relationships with the Group, as well as the independent Directors Mr. Marc Bolland (item 6.a) and Ms. Laurence Debroux (item 6.g), because we have concerns over their aggregate time commitments.